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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 10-Q

(MARK ONE)

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ______________ TO______________

COMMISSION FILE NUMBER 0-8360

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IHOP CORP.

(Exact name of registrant as specified in its charter)

DELAWARE 95-3038279
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

450 NORTH BRAND BOULEVARD, 91203-1903
GLENDALE, CALIFORNIA (Zip Code)
(Address of principal executive offices)

(818) 240-6055
(Registrant's telephone number, including area code)

------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

CLASS OUTSTANDING AS OF MARCH 31, 2001
----- --------------------------------

Common Stock, $.01 par value 20,136,051

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

IHOP CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)

ASSETS
Current assets
Cash and cash equivalents................................. $ 1,916 $ 7,208
Receivables, net.......................................... 35,184 39,600
Reacquired franchises and equipment held for sale, net.... 3,283 3,172
Inventories............................................... 683 691
Prepaid expenses.......................................... 5,112 431
-------- --------
Total current assets.................................... 46,178 51,102
-------- --------
Long-term receivables....................................... 286,946 287,346
Property and equipment, net................................. 210,604 193,624
Reacquired franchises and equipment held for sale, net...... 18,604 17,973
Excess of costs over net assets acquired, net............... 11,089 11,196
Other assets................................................ 1,000 971
-------- --------
Total assets............................................ $574,421 $562,212
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt...................... $ 9,007 $ 8,939
Accounts payable.......................................... 12,575 20,588
Accrued employee compensation and benefits................ 5,442 6,776
Other accrued expenses.................................... 7,174 7,835
Deferred income taxes..................................... 1,886 3,957
Capital lease obligations................................. 1,936 1,878
-------- --------
Total current liabilities............................... 38,020 49,973
-------- --------
Long-term debt.............................................. 49,654 36,363
Deferred income taxes....................................... 48,694 46,585
Capital lease obligations and other......................... 169,456 169,296
Shareholders' equity
Preferred stock, $1 par value, 10,000,000 shares
authorized; none issued................................. -- --
Common stock, $.01 par value, 40,000,000 shares
authorized: March 31, 2001; 20,343,133 shares issued and
20,136,051 shares outstanding; December 31, 2000;
20,299,091 shares issued and 20,011,341 shares
outstanding............................................. 203 203
Additional paid-in capital................................ 70,300 69,655
Retained earnings......................................... 201,106 193,632
Treasury stock, at cost (207,082 and 287,750 shares for
March 31, 2001 and December 31, 2000, respectively)..... (3,386) (5,170)
Contribution to ESOP...................................... 374 1,675
-------- --------
Total shareholders' equity.............................. 268,597 259,995
-------- --------
Total liabilities and shareholders' equity.............. $574,421 $562,212
======== ========

See the accompanying Notes to the Consolidated Financial Statements.

IHOP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
-------- --------

REVENUES
Franchise operations
Rent...................................................... $14,444 $11,721
Service fees and other.................................... 35,287 32,936
------- -------
49,731 44,657
Sale of franchises and equipment............................ 3,599 5,977
Company operations.......................................... 16,776 17,772
------- -------
Total revenues.......................................... 70,106 68,406
------- -------
COSTS AND EXPENSES
Franchise operations
Rent...................................................... 8,324 6,291
Other direct costs........................................ 11,831 11,421
------- -------
20,155 17,712
Cost of sales of franchises and equipment................... 2,791 4,282
Company operations.......................................... 16,450 16,920
Field, corporate and administrative......................... 9,562 8,263
Depreciation and amortization............................... 3,560 3,314
Interest.................................................... 5,328 5,600
Other expense, net.......................................... 107 560
------- -------
Total costs and expenses................................ 57,953 56,651
------- -------
Income before income taxes.................................. 12,153 11,755
Provision for income taxes.................................. 4,679 4,526
------- -------
Net income.............................................. $ 7,474 $ 7,229
======= =======
NET INCOME PER SHARE
Basic....................................................... $ 0.37 $ 0.36
======= =======
Diluted..................................................... $ 0.37 $ 0.36
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic....................................................... 20,048 20,076
======= =======
Diluted..................................................... 20,420 20,255
======= =======

See the accompanying notes to the consolidated financial statements.

IHOP CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED
MARCH 31,
-------------------
2001 2000
-------- --------

Cash flows from operating activities
Net income................................................ $ 7,474 $ 7,229
Adjustments to reconcile net income to cash provided by
operating activities
Depreciation and amortization............................. 3,560 3,314
Deferred taxes............................................ 38 1,252
Contribution to ESOP...................................... 374 343
Change in current assets and liabilities
Accounts receivable..................................... 3,065 4,368
Inventories............................................. 8 405
Prepaid expenses........................................ (4,681) 26
Accounts payable........................................ (8,013) (5,398)
Accrued employee compensation and benefits.............. (1,334) (1,136)
Other accrued expenses.................................. (661) 2,776
Other, net................................................ (275) 991
-------- --------
Cash (used) provided by operating activities.......... (445) 14,170
-------- --------
Cash flows from investing activities
Additions to property and equipment....................... (21,028) (15,773)
Additions to notes........................................ (1,089) (1,540)
Principal receipts from notes and equipment contracts
receivable.............................................. 4,327 3,205
Additions to reacquired franchises held for sale.......... (654) (483)
-------- --------
Cash used by investing activities..................... (18,444) (14,591)
-------- --------
Cash flows from financing activities
Proceeds from issuance of long-term debt, including
revolving line of credit................................ 13,488 --
Proceeds from sale and leaseback arrangements............. -- 1,645
Repayment of long-term debt, including revolving line of
credit.................................................. (130) (142)
Principal payments on capital lease obligations........... (515) (328)
Treasury stock transactions............................... (23) (3,063)
Exercise of stock options................................. 777 --
-------- --------
Cash provided (used) by financing activities.......... 13,597 (1,888)
-------- --------
Net change in cash and cash equivalents..................... (5,292) (2,309)
Cash and cash equivalents at beginning of period............ 7,208 4,176
-------- --------
Cash and cash equivalents at end of period............ $ 1,916 $ 1,867
======== ========
Supplemental disclosures
Interest paid, net of capitalized amounts................. $ 4,572 $ 4,635
Income taxes paid......................................... 108 51
Capital lease obligations incurred........................ 804 291

See the accompanying notes to the consolidated financial statements.

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL: The accompanying consolidated financial statements for the
three months ended March 31, 2001, have been prepared in accordance with
generally accepted accounting principles ("GAAP"). These financial statements
have not been audited by independent public accountants but include all
adjustments, consisting of normal, recurring accruals, which in the opinion of
management of IHOP Corp. and Subsidiaries ("IHOP") are necessary for a fair
presentation of the financial position and the results of operations for the
periods presented. The accompanying consolidated balance sheet as of
December 31, 2000, has been derived from audited financial statements, but does
not include all disclosures required by GAAP. The results of operations for the
three months ended March 31, 2001 are not necessarily indicative of the results
to be expected for the full year ending December 31, 2001.

2. SEGMENTS: IHOP identifies its operating segments based on the
organizational units used by management to monitor performance and make
operating decisions. The Franchise Operations segment includes restaurants
operated by franchisees and area licensees in the United States, Canada and
Japan. The Company Operations segment includes company-operated restaurants in
the United States. We measure segment profit as operating income, which is
defined as income before field, corporate and administrative expense, interest
expense, and income taxes. Information on segments and a reconciliation to
income before income taxes are as follows:

SALES OF CONSOLIDATING
FRANCHISE COMPANY FRANCHISES ADJUSTMENTS CONSOLIDATED
OPERATIONS OPERATIONS AND EQUIPMENT AND OTHER TOTAL
---------- ---------- ------------- ------------- ------------
(IN THOUSANDS)
(UNAUDITED)

THREE MONTHS ENDED MARCH 31, 2001
Revenues from external customers...... $ 49,731 $16,776 $ 3,599 $ -- $ 70,106
Intercompany real estate charges
(revenues).......................... 1,320 156 -- (1,476) --
Depreciation and amortization......... 1,301 1,066 -- 1,193 3,560
Operating income (loss)............... 22,487 (1,436) 808 5,184 27,043
Field, corporate and administrative... 9,562
Interest expense...................... 5,328
Income before income taxes............ 12,153
Additions to long-lived assets........ 14,679 1,175 654 5,174 21,682
Total assets.......................... 438,808 46,866 21,887 66,860 574,421
THREE MONTHS ENDED MARCH 31, 2000
Revenues from external customers...... $ 44,657 $17,772 $ 5,977 $ -- $ 68,406
Intercompany real estate charges
(revenues).......................... 1,495 171 -- (1,666) --
Depreciation and amortization......... 1,008 1,057 -- 1,249 3,314
Operating income (loss)............... 20,024 (953) 1,695 4,852 25,618
Field, corporate and administrative... 8,263
Interest expense...................... 5,600
Income before income taxes............ 11,755
Additions to long-lived assets........ 13,055 1,119 483 1,599 16,256
Total assets.......................... 391,145 46,748 19,195 71,352 528,440

For management reporting purposes, we treat all restaurant lease revenues
and expenses as operating lease revenues and expenses, although most of these
leases are direct financing leases (revenues) or capital lease (expenses). The
accounting adjustments required to bring lease revenues and expenses into
conformance with GAAP are included in the Consolidating Adjustments and Other
segment. All of IHOP's owned land and restaurant buildings are included in the
total assets of the Consolidating Adjustments and Other segment and are leased
to the Franchised Operations and Company Operations segments.

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The following table sets forth certain operating data for IHOP restaurants:

THREE MONTHS ENDED
MARCH 31,
----------------------
2001 2000
-------- --------
(DOLLARS IN THOUSANDS)
(UNAUDITED)

Restaurant Data
Effective restaurants(a)
Franchise............................................... 743 678
Company................................................. 73 77
Area license............................................ 152 148
-------- --------
Total................................................. 968 903
======== ========
System-wide
Sales(b).................................................. $330,698 $298,822
Percent increase........................................ 10.7 % 10.8 %
Average sales per effective restaurant.................... $ 342 $ 331
Percent increase........................................ 3.3 % 2.2 %
Comparable average sales per restaurant(c)................ $ 355 $ 343
Percent change.......................................... 1.6 % (0.7)%
Franchise
Sales..................................................... $275,199 $244,097
Percent increase........................................ 12.7 % 11.1 %
Average sales per effective restaurant.................... $ 370 $ 360
Percent increase........................................ 2.8 % 1.4 %
Comparable average sales per restaurant(c)................ $ 369 $ 356
Percent change.......................................... 1.9 % (0.4)%
Company
Sales..................................................... $ 16,776 $ 17,772
Percent change.......................................... (5.6)% 11.0 %
Average sales per effective restaurant.................... $ 230 $ 231
Percent change.......................................... (0.4)% (0.4)%
Area License
Sales..................................................... $ 38,723 $ 36,953
Percent increase........................................ 4.8 % 9.2 %
Average sales per effective restaurant.................... $ 255 $ 250
Percent increase........................................ 2.0 % 7.3 %

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(a) "Effective restaurants" are the number of restaurants in a given fiscal
period adjusted to account for restaurants open for only a portion of the
period.

(b) "System-wide sales" are retail sales of franchisees, area licensees and
company-operated restaurants, as reported to IHOP.

(c) "Comparable average sales" reflects sales for restaurants that are operated
for the entire fiscal period in which they are being compared. The
restaurants included in the calculations typically will be different from
period to period. Comparable average sales do not include data on
restaurants located in Florida and Japan.

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table summarizes IHOP's restaurant development and franchising
activity:

THREE MONTHS
ENDED
MARCH 31,
----------------------
2001 2000
-------- --------
(UNAUDITED)

RESTAURANT DEVELOPMENT ACTIVITY
IHOP--beginning of period................................... 968 903
New openings
IHOP--developed......................................... 7 7
Investor and conversion programs........................ 3 1
Area license............................................ 2 --
--- ---
Total new openings.................................... 12 8
Closings
Company and franchise................................... (2) (1)
Area license............................................ -- (1)
--- ---
IHOP--end of period......................................... 978 909
=== ===
Summary--end of period
Franchise................................................. 752 686
Company................................................... 74 75
Area license.............................................. 152 148
--- ---
Total IHOP.............................................. 978 909
=== ===
RESTAURANT FRANCHISING ACTIVITY
IHOP--developed............................................. 5 8
Investor and conversion programs............................ 3 1
Rehabilitated and refranchised.............................. 1 3
--- ---
Total restaurants franchised.............................. 9 12
Reacquired by IHOP.......................................... (2) (3)
Closed...................................................... (2) (1)
--- ---
Net addition.............................................. 5 8
=== ===

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FORWARD-LOOKING STATEMENTS

The following discussion and analysis provides information we believe is
relevant to an assessment and understanding of IHOP's consolidated results of
operations and financial condition. The discussion should be read in conjunction
with the consolidated financial statements and notes thereto. Certain
forward-looking statements are contained in this report. They use such words as
"may," "will," "expect," "believe," "plan," or other similar terminology. These
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results to be materially different than those expressed or
implied in such statements. These factors include, but are not limited to:
availability of suitable locations, and terms for the sites designated for
development; legislation and government regulation, including the ability to
obtain satisfactory regulatory approvals; conditions beyond IHOP's control such
as weather or natural disasters; availability and cost of materials and labor;
power outages; higher utility costs; cost and availability of capital;
competition; continuing acceptance

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

of the International House of Pancakes and IHOP brands and concepts by guests
and franchisees; IHOP's overall marketing, operational and financial
performance; economic and political conditions; adoption of new, or changes in,
accounting policies and practices and other factors discussed from time to time
in our Press Releases, Public Statements and/or filings with the Securities and
Exchange Commission. Forward-looking information is provided by us pursuant to
the safe harbor established under the Private Securities Litigation Reform Act
of 1995 and should be evaluated in the context of these factors. In addition, we
disclaim any intent or obligation to update these forward-looking statements.

GENERAL

IHOP's revenues are recorded in three categories: franchise operations,
sales of franchises and equipment, and company operations.

Franchise operations includes payments from franchisees of rents, royalties
and advertising fees, proceeds from the sale of proprietary products to
distributors, franchisees and area licensees, interest income received in
connection with the financing of franchise and development fees and equipment
sales, interest income received from direct financing leases on franchised
restaurant buildings, and payments from area licensees of royalties and
advertising fees.

Revenues from the sale of franchises and equipment and the associated costs
of such sales are affected by the number and mix of restaurants franchised. We
franchise four kinds of restaurants: restaurants newly developed by IHOP,
restaurants developed by franchisees, restaurants developed by area licensees
and restaurants that have been previously reacquired from franchisees. Franchise
rights for restaurants newly developed by IHOP normally sell for a franchise fee
of $200,000 to $375,000 or more, have little if any associated franchise cost of
sales and usually include a separate equipment sale in excess of $300,000 that
is usually at a price that includes little or no profit margin. Franchise rights
for restaurants developed by franchisees normally sell for a franchise fee of
$50,000, have minor associated franchise cost of sales and typically do not
include an equipment sale. Area license rights, which we are not currently
pursuing, have been granted in return for a one-time development fee that is
recognized ratably as restaurants are developed in the area. Previously
reacquired franchises normally sell for a franchise fee of $100,000 to $375,000
or more, include an equipment sale, and may have substantial costs of sales
associated with both the franchise and the equipment. The timing of sales of
franchises is affected by the timing of new restaurant openings and the number
of restaurants in our inventory of restaurants that are available for
refranchising.

Company operations revenues are retail sales at IHOP-operated restaurants.

We report separately those expenses that are attributable to franchise
operations, the cost of sales of franchises and equipment and company
operations. Expenses recorded under field, corporate and administrative,
depreciation and amortization, and interest relate to franchise operations,
sales of franchises and equipment, and company operations.

Other expense, net consists of revenues and expenses not related to IHOP's
core business operations. These include gains and losses realized from closing
and selling restaurants and are unpredictable in timing and amount.

Our results of operations are impacted by the timing of additions of new
restaurants, and by the timing of the franchising of those restaurants. When a
restaurant is franchised, we no longer include in our revenues the retail sales
from such restaurant, but receive a one-time franchise and development

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

fee, periodic interest on the portion of such fee financed by us and recurring
payments from franchisees described above and recorded under franchise
operations.

COMPARISON OF THE FIRST QUARTER ENDED MARCH 31, 2001 TO THE FIRST QUARTER ENDED
MARCH 31, 2000

The fiscal quarters ended March 31, 2001 and 2000 were comprised of 13 weeks
(91 days).

SYSTEM-WIDE RETAIL SALES

System-wide retail sales include the sales of all IHOP restaurants as
reported to IHOP by its franchisees, area licensees and company-operated
restaurants. System-wide retail sales grew $31,876,000 or 10.7% in the first
quarter of 2001. Growth in the number of effective restaurants and increases in
average per unit sales caused the growth in system-wide sales. "Effective
restaurants" are the number of restaurants in operation in a given fiscal
period, adjusted to account for restaurants in operation for only a portion of
the fiscal period. Effective restaurants grew by 65 or 7.2% in the first quarter
of 2001 over the first quarter of 2000 due to new restaurant development. Newly
developed restaurants generally have seating and sales above the system-wide
averages. System-wide comparable average sales per restaurant (exclusive of area
license restaurants in Florida and Japan) grew 1.6% in the first quarter of
2001. Management continues to pursue growth in sales through new restaurant
development, advertising and marketing efforts, new products, improvements in
customer service and operations, and remodeling of existing restaurants.

FRANCHISE OPERATIONS

Franchise operations revenues are the revenues received by IHOP from its
franchisees and include rent, royalties, sales of proprietary products,
advertising fees and interest. Franchise operations revenues were 70.9% of total
revenues in the first quarter of 2001. Franchise operations revenues grew
$5,074,000 or 11.4% in the first quarter of 2001. Retail sales in franchise
restaurants increased 12.7%. Effective franchise restaurants grew by 65 or 9.6%
in the first quarter of 2001 over the first quarter of 2000. Average sales per
effective franchise restaurant grew 2.8% in the first quarter of 2001.

Franchise operations costs and expenses include facility rent, advertising,
the cost of proprietary products, and other direct costs associated with
franchise operations. Franchise operations costs and expenses increased
$2,443,000 or 13.8% in the first quarter of 2001. Increases in franchise
operations costs and expenses were generally in line with the growth in
franchise operations revenue. However, the percentage increase exceeded that of
revenues because of increases in rent expense. Increases in rent expense are
impacted by the pricing, timing, and mix of lease transactions.

Franchise operations margin is equal to franchise operations revenues less
franchise operations costs and expenses. Franchise operations margin increased
$2,631,000 to $29,576,000 in the first quarter of 2001. Franchise operations
margin was 59.5% in the first quarter of 2001 compared with 60.3% in the first
quarter of 2000.

SALES OF FRANCHISES AND EQUIPMENT

Sales of franchises and equipment were 5.1% of total revenues in the first
quarter of 2001. Sales of franchises and equipment decreased $2,378,000 or 39.8%
in the first quarter of 2001. A decrease in the number of restaurants franchised
was the primary cause of the decrease in sales of franchises and equipment. IHOP
franchised 9 restaurants in the first quarter of 2001 compared to 12 in the
first quarter of 2000. In the first quarter of 2001, IHOP franchised five new
company developed units and one refranchised unit compared to eight company
developed and three refranchised units in the first

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

quarter of 2000. Fees on these units average $250,000 per unit as opposed to
investor developed units which average $50,000.

Cost of sales of franchises and equipment decreased $1,491,000 or 34.8% in
the first quarter of 2001. The decrease was generally in line with the decrease
in the sales of franchises and equipment. However, the Company also incurred
preopening costs and site related costs that are not directly linked to the
number of units franchised within a quarter.

Margin on sales of franchises and equipment is equal to sales of franchises
and equipment less the cost of sales of franchises and equipment. Margin on
sales of franchises and equipment decreased $887,000 to $808,000 in the first
quarter of 2001. Margin on sales of franchises and equipment was 22.5% in the
first quarter of 2001 compared with 28.4% in the first quarter of 2000.

COMPANY OPERATIONS

Company operations revenues are sales to customers at restaurants operated
by IHOP. Company operations revenues were 23.9% of total revenues in the first
quarter of 2001. Company operations revenues decreased $996,000 or 5.6% in the
first quarter of 2001. Decreases in the number of effective IHOP-operated
restaurants coupled with a decrease in the average sales per IHOP-operated
restaurant caused the revenue decrease. Effective IHOP operated restaurants
decreased by four or 5.2% in the first quarter of 2001. Average sales per
effective IHOP-operated restaurant decreased by 0.4% in the first quarter of
2001.

Company operations costs and expenses include food, labor and benefits,
utilities and occupancy costs. Company operations costs decreased $470,000 or
2.8% in the first quarter of 2001. Company operations costs were primarily
affected by decreases in the number of effective restaurants, but partially
offset by increases in certain costs, primarily rent and utilities.

Company operations margin is equal to company operations revenues less
company operations costs and expenses. Company operations margin declined
$526,000 to $326,000 in the first quarter of 2001. Company operations margin was
1.9% and 4.8% of company operations revenues in the first quarter of 2001 and
2000, respectively. Margins are impacted by the mix of restaurants operated by
the company. The significant activity in the fourth quarter of 2000 of
reacquisitions and refranchises altered the mix of restaurants.

OTHER COSTS AND EXPENSES

Field, corporate and administrative costs and expenses in the first quarter
of 2001 increased $1,299,000 or 15.7%. The rise in expenses was primarily due to
higher compensation expense, rent, utilities and travel. Field, corporate and
administrative expenses were 2.9% and 2.8% of system-wide sales in the first
quarter of 2001 and 2000, respectively. The Company entered into a new 10 year
lease for its corporate offices and opened new regional offices in the
Mid-Atlantic and Rocky Mountain regions, increasing rent approximately $400,000
over the first quarter of 2000.

Depreciation and amortization expense in the first quarter of 2001 increased
$246,000 or 7.4%. The increases were caused primarily by the addition of new
restaurants to the IHOP chain from our ongoing restaurant development program.

Interest expense decreased $272,000 or 4.9% in the first quarter of 2001.
The decreases were primarily due to reductions in interest on our senior notes
as the principal balances were paid down.

IHOP CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

BALANCE SHEET ACCOUNTS

The balance of property and equipment, net at March 31, 2001, increased
$16,980,000 or 8.8% from December 31, 2000 primarily due to new restaurant
development.

LIQUIDITY AND CAPITAL RESOURCES

The Company invests in its business primarily through the development of
additional restaurants and, to a lesser extent, through the remodeling of older
company-operated restaurants. Also, the Company began repurchasing shares of its
common stock in 2000. As of March 31, 2001, the Company has cumulatively
repurchased 389,168 shares of its common stock, of which 182,086 shares were
contributed to the Employee Stock Ownership Plan. There were 1,000 shares
repurchased in the first quarter of 2001.

In the first quarter of 2001, IHOP and its franchisees and area licensees
developed and opened 12 IHOP restaurants. Of these, we developed and opened 7
restaurants, and franchisees and area licensees developed and opened 5
restaurants. Capital expenditures in the first quarter of 2001, which included
our portion of the above development program, were $21.0 million. Funds for
investment primarily came from our revolving line of credit. We also incurred
capital lease obligations of $804,000, all of which were related to restaurant
buildings.

In 2001, IHOP and its franchisees and area licensees plan to develop and
open approximately 75 to 85 restaurants. Included in that number is the
development of 70 to 75 new restaurants by us and the development of 5 to 10
restaurants by our franchisees and area licensees. Capital expenditure
projections for 2001, which include our portion of the above development
program, are estimated to be approximately $95 to $105 million. In
November 2001, the sixth annual installment of $4.6 million in principal is due
on our 7.79% senior notes due 2002 and the second installment of $3.9 million in
principal is due on our senior notes due 2008. We expect that funds from
operations, sale and leaseback arrangements (estimated to be about $40 to
$45 million) and our $25 million revolving line of credit will be sufficient to
cover our operating requirements, our budgeted capital expenditures and our
principal repayments on our senior notes in 2001. At March 31, 2001,
$7.8 million was available to be borrowed under our noncollaterialized bank
revolving credit agreement.

PART II.
OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

Exhibits not incorporated by reference are filed herewith.

3.1 Certificate of Incorporation of IHOP Corp. (Exhibit 3.1 to IHOP Corp.'s
Form 10-K for the fiscal year ended December 31, 1997 (the "1997 Form
10-K"), is incorporated herein by reference).

3.2 Bylaws of IHOP Corp. (Exhibit 3.2 to IHOP Corp.'s 1997 Form 10-K is
incorporated herein by reference).

3.3 Amendment to the bylaws of IHOP Corp. dated November 14, 2000.

11.0 Statement Regarding Computation of Per Share Earnings

(b) On February 23, 2001 the Company filed a current report on Form 8-K,
dated February 22, 2001, disclosing information about the number of new
restaurants that the Company expects to open in the first quarter of
2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

IHOP Corp.
(Registrant)

April 30, 2001 By: /s/ RICHARD K. HERZER
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(Date) Richard K. Herzer
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF
EXECUTIVE OFFICER (PRINCIPAL EXECUTIVE
OFFICER)

April 30, 2001 By: /s/ ALAN S. UNGER
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(Date) Alan S. Unger
V.P.-FINANCE, TREASURER AND CHIEF
FINANCIAL OFFICER (PRINCIPAL FINANCIAL
OFFICER)